Filed
by The Talbots, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
Subject
company: BPW Acquisition Corp.
Commission
File No. 333-163955
FOR
IMMEDIATE RELEASE
CONTACT:
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Julie
Lorigan
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Senior
Vice President, Investor and Media Relations
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(781)
741-7775
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Jessica
Liddell/Melissa Jaffin – Investor/Media Relations
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Berns
Communications Group
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(212)
994-4660
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THE
TALBOTS, INC. MOVES CLOSER TO COMPLETING ACQUISITION
OF
BPW FOLLOWING SUCCESSFUL BPW SHAREHOLDER VOTE
-Transaction
Expected to Close First Calendar Quarter of 2010
Hingham, MA, February 24, 2010
– The Talbots, Inc. (NYSE:TLB) said it is moving closer to completing its
previously announced acquisition of BPW Acquisition Corp. (“BPW”) (AMEX:
BPW). At a Special Meeting held today, BPW stockholders voted to
adopt the previously announced Agreement and Plan of Merger as amended on
February 16, 2010, providing for the acquisition of BPW by The Talbots,
Inc. Based on preliminary voting results from the independent
inspector of elections, approximately 91 percent of votes cast were in favor of
the merger proposal. Additionally, based on preliminary results, less than one
percent of BPW shares outstanding elected to convert their shares into
cash.
Trudy F.
Sullivan, Talbots President and Chief Executive Officer commented, “We are very
pleased by the outcome of today’s BPW stockholder vote in favor of our
transaction. Once completed, we believe the merger will provide us
with the solid financial foundation needed to position us to achieve our
long-term growth objectives and create value for all of our
stakeholders.”
Talbots also said it will promptly
commence an exchange offer for existing BPW warrants held by public
warrantholders.
The proposed transaction remains
subject to customary closing conditions, the receipt of necessary financing by
Talbots and the completion of the BPW warrant exchange offer on the terms
described in the merger agreement.
The BPW
acquisition is expected to close in th
e first calendar quarter of
2010.
About The Talbots,
Inc.
The
Talbots, Inc. is a leading specialty retailer and direct marketer of women’s
apparel, shoes and accessories. At the end of fourth quarter 2009, the Company
operated 580 Talbots brand stores in 46 states, the District of Columbia, and
Canada. Talbots brand on-line shopping site is located at
www.talbots.com
.
Cautionary
Statement and Certain Risk Factors to Consider
In addition to the information set
forth in this press release, you should carefully consider the risk factors and
risks and uncertainties included in each of Talbots and BPW’s Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q, as well as in this press release
below.
This press release contains
forward-looking information. These statements may be identified by such
forward-looking terminology as “expect,” “achieve,” “plan,” “look,” “believe,”
“anticipate,” “outlook,” “will,” “would,” “should,” “potential,” or similar
statements or variations of such terms. All of the information concerning
Talbots or BPW’s outlook, future liquidity, future financial performance and
results, future credit facilities and availability, future cash flows and cash
needs, and other future financial performance or financial position, as well as
assumptions underlying such information, constitute forward-looking information.
Forward looking statements are based on a series of expectations, assumptions,
estimates and projections about BPW and/or Talbots, are not guarantees of future
results or performance, and involve substantial risks and uncertainty, including
assumptions and projections concerning liquidity, internal plans, regular-price
and markdown selling, operating cash flows, and credit availability for all
forward periods. Business and forward-looking statements involve substantial
known and unknown risks and uncertainties, including the following risks and
uncertainties:
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Talbots
and BPW’s ability to satisfy the conditions to consummation of the
contemplated transactions;
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·
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BPW’s
ability to obtain the necessary support of its stockholders to approve the
transactions, including required affirmative vote of BPW stockholders
approving the transactions as well as the risk that the exercise of
conversion rights by BPW’s stockholders, together with transaction costs
incurred by BPW, may cause the balance of the BPW trust account to fall
below the level necessary to consummate the
transaction;
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·
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BPW’s
and Talbots ability to obtain the necessary participation of BPW warrant
holders in the exchange of BPW warrants for Talbots stock or
warrants;
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·
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Talbots ability to satisfy the
conditions to the $200 million credit commitment provided by GE or,
failing that, to obtain sufficient alternative financing on a timely
basis;
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·
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the availability of
sufficient proceeds of the BPW trust account following any
exercise by stockholders of their conversion rights and the incurrence of
transaction expenses;
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·
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the continuing material impact
of the deterioration in the U.S. economic environment over the past two
years on Talbots business, continuing operations, liquidity, financing
plans, and financial results, including substantial negative impact on
consumer discretionary spending and consumer confidence, substantial loss
of household wealth and savings, the disruption and significant tightening
in the U.S. credit and lending markets, and potential long-term
unemployment levels;
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·
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Talbots level of indebtedness
and its ability to refinance or otherwise address its short-term debt
maturities, including all Aeon short-term indebtedness due April 16, 2010,
on the terms or in amounts needed to satisfy maturities and to address its
longer-term liquidity and cash needs, as well as its working capital,
strategic initiatives and other cash
requirements;
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·
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any lack of sufficiency of
available cash flows and other internal cash resources to satisfy all
future operating needs and other Talbots cash
requirements;
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·
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satisfaction of all borrowing
conditions under all Aeon credit facilities including no events of
default, accuracy of all representations and warranties, solvency
conditions, absence of material adverse effect or change, and all other
borrowing conditions;
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·
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risk of any default under
Talbots Aeon credit
facilities;
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·
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Talbots ability to achieve its
2009 financial plan for operating results, working capital, liquidity and
cash flows;
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·
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risks associated with Talbots
appointment of and transition to a new exclusive global merchandise buying
agent and that the anticipated benefits and cost savings from this
arrangement may not be realized or may take longer to realize than
expected, and risk that upon any cessation of the relationship for any
reason Talbots would be able to successfully transition to an internal or
other external sourcing
function;
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·
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Talbots’ ability to continue
to purchase merchandise on open account purchase terms at existing or
future expected levels and with extended payment of accounts payable and
risk that suppliers could require earlier or immediate payment or other
security due to any payment concern or
timing;
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·
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risks and uncertainties in
connection with any need to source merchandise from alternate
vendors;
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·
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any disruption in Talbots’
supply of merchandise;
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·
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Talbots ability to
successfully execute, fund, and achieve supply chain initiatives,
anticipated lower inventory levels, cost reductions, and other
initiatives;
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·
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the risk that anticipated
benefits from the sale of the J. Jill brand business may not be realized
or may take longer to realize than expected and the risk that estimated or
anticipated costs, charges and liabilities to settle and complete the
transition and exit from and disposal of the J. Jill brand business,
including both retained obligations and contingent risk for assigned
obligations, may materially differ from or be materially greater than
anticipated;
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·
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Talbots ability to accurately
estimate and forecast future regular-price and markdown selling, operating
cash flows and other future financial results and financial
position;
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·
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the success and customer
acceptance of Talbots merchandise
offerings;
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·
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future store closings and
success of and necessary funding for closing underperforming
stores;
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·
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risk of impairment of goodwill
and other intangible and long-lived assets;
and
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·
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the risk of continued
compliance with NYSE continued listing
conditions.
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All of the forward-looking
statements are as of the date of this press release only. In each case, actual
results may differ materially from such forward-looking information. Neither
Talbots nor BPW can give any assurance that such expectations or forward-looking
statements will prove to be correct. An occurrence of or any material adverse
change in one or more of the risk factors or risks and uncertainties referred to
in this press release or included in Talbots and/or BPW’s periodic reports filed
with the Securities and Exchange Commission could materially and adversely
affect Talbots and/or BPW’s continuing operations and Talbots and/or BPW’s
future financial results, cash flows, prospects, and liquidity. Except as
required by law, neither Talbots nor BPW undertakes or plans to update or revise
any such forward-looking statements to reflect actual results, changes in plans,
assumptions, estimates or projections, or other circumstances affecting such
forward-looking statements occurring after the date of this release, even if
such results, changes or circumstances make it clear that any forward-looking
information will not be realized. Any public statements or disclosures by
Talbots and BPW following this release which modify or impact any of the
forward-looking statements contained in this release will be deemed to modify or
supersede such statements in this release.
Additional Information and Where to
Find It
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. Talbots has filed with the SEC, and the SEC has declared
effective, a Registration Statement on Form S-4 containing a Prospectus/Proxy
Statement/Information Statement regarding the proposed transaction between
Talbots and BPW. The final Prospectus/Proxy Statement/Information
Statement and a supplement thereto regarding the proposed transaction have been
mailed to stockholders of Talbots and BPW. Talbots intends to file a
tender offer statement and other documents, as required, with the SEC in
connection with the warrant exchange offer.
Investors and security
holders are urged to read the final Prospectus/Proxy Statement/Information
Statement, the supplement, the tender offer statement, any amendments or
supplements thereto and any other relevant documents filed with the SEC when
available carefully because they contain important
information.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the final Prospectus/Proxy
Statement/Information Statement, the supplement, the tender offer
statement,
any
amendments or supplements thereto and other documents filed with the SEC by
Talbots and BPW through the web site maintained by the SEC at
www.sec.gov
. In
addition, investors and security holders will be able to obtain free copies of
the Registration Statement, the final Prospectus/Proxy Statement/Information
Statement, the supplement, the tender offer statement and any amendments or
supplements thereto and other related documents filed by Talbots with the SEC
when they become available from Talbots by requesting them in writing at
Investor Relations Department, One Talbots Drive, Hingham, MA 02043, or by
telephone at (781) 741-4500. The documents filed by BPW may also be
obtained by requesting them in writing to BPW at BPW Acquisition Corp., Arjay
(Richard) Jensen, SVP at BPW Acquisition Corp., 767 Fifth Avenue, 5th Floor, NY,
NY 10153, or by telephone at (212) 287-3310.
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